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EXHIBIT 4.7
SECURITIES PURCHASE AGREEMENT AMENDMENT NO. 1
THIS SECURITIES PURCHASE AGREEMENT AMENDMENT NO. 1 (this "Amendment"),
dated as of October 9, 1997, between AFFILIATED MANAGERS GROUP, INC., a Delaware
corporation (the "Issuer"), and the purchaser listed on the signature page
hereto (the "Purchaser").
WITNESSETH:
WHEREAS, the Issuer and the Purchaser are parties to the Securities
Purchase Agreement, dated as of August 15, 1997 (the "Purchase Agreement"); and
WHEREAS, the Issuer has requested amendments to Sections 1.1, 7.2, 7.5,
7.6, 7.13, 8.4, 8.6 and 10.2 of the Purchase Agreement, Schedule I of the
Purchase Agreement and to Exhibit D to the Purchase Agreement; and
WHEREAS, the Purchaser is willing to consent to such request:
NOW, THEREFORE, for good and valuable consideration the receipt of which is
hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Unless otherwise defined or the context otherwise requires, terms for which
meanings are provided in the Purchase Agreement shall have such meanings when
used in this Amendment.
ARTICLE II
AMENDMENTS
SECTION 2.1. Amendment to Section 1.1. The definition of "Credit Agreement"
in Section 1.1 of the Purchase Agreement is amended by adding in the seventh
line of such definition the phrase ", whether or not with the same lenders or
Administrative Agent" immediately following the phrase "including all refundings
and refinancings of the indebtedness thereunder".
SECTION 2.2. Amendment to Section 7.2. Section 7.2 of the Purchase
Agreement is amended by (a) deleting the "and" at the end of clause (i) thereof,
(b) deleting the period at the
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end of clause (f) thereof and substituting therefor "; and", and (c) adding the
following clause (k) immediately following clause (j) thereof;
"(k) Indebtedness in the nature of deferred compensation to employees
in an aggregate principal amount not exceeding as to the Issuer and its
Subsidiaries $1,000,000 at any time outstanding;".
SECTION 2.3. Amendment to Section 7.4. Section 7.4 of the Purchase
Agreement is amended by adding the following subclause at the end thereof:
"or (c) to the extent the Issuer has complied with the provisions of
Section 6.13, Guarantee Obligations of a Subsidiary of the Issuer in
respect of a guarantee of the performance of the obligations of the
Issuer under the Credit Agreement".
SECTION 2.4. Amendment to Section 7.5. Section 7.5 of the Purchase
Agreement is amended by deleting the reference in clause (e) thereof to
"$100,000" and substituting therefor "$150,000".
SECTION 2.5. Amendment to Section 7.6. Section 7.6 of the Purchase
Agreement is amended by (a) adding in the ninth line thereof the phrase ", in
an aggregate amount since the date hereof exceeding $500,000" immediately after
the word "Subsidiary", but before the proviso to such Section, and (b) deleting
clause (iii) of the proviso thereto and substituting therefor the following:
"(iii) the Issuer may make the payments described in or contemplated by
Section 1.5 of the Stockholders Agreement and may make the deposit of funds
into escrow described in and contemplated by such Section 1.5 and the funds
so deposited may be released pursuant to the terms of the Escrow Agreement
described in such Section 1.5 and dated as of October 9, 1997".
SECTION 2.6. Amendment to Section 7.13. Section 7.13 of the Purchase
Agreement is amended by deleting in subclause (b)(ii) thereof the phrase ", or
that impose more restrictive terms or conditions with respect to the payment of
the Obligations,".
SECTION 2.7. Amendment to Section 8.4. Section 8.4 of the Purchase
Agreement is amended by deleting the reference to "10 days" in the fifth line
thereof and substituting therefor "three Business Days".
SECTION 2.8. Amendment to Section 8.6. Section 8.6 of the Purchase
Agreement is amended by adding the following at the end thereof:
"unless, in the case of a redemption pursuant to Section 8.1(a) in
connection with a Take-Out Financing, the Take-Out Financing fails to be
consummated as a result of the underwriters of such financing not
purchasing the securities offered in such
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financing (in which case the Bridge Notes shall be immediately returned
to the Holders thereof and interest shall continue to accrue thereon
without interruption)."
SECTION 2.9. Amendment to Section 10.2. Section 10.2 of the Purchase
Agreement is amended by deleting the proviso thereto and substituting therefor
the following proviso:
"provided, however, that the Holders may receive (x) shares of capital
stock of the Issuer and (y) any debt securities of the Issuer that are
subordinated to Senior Indebtedness to at least the same extent as the
Notes, so long as (1) such debt securities are not entitled to the
benefits of covenants or defaults materially more beneficial to the
holders of such debt securities than those in effect with respect to the
Bridge Notes on the date hereof (or the Senior Indebtedness, after giving
effect to any plan or reorganization or readjustment), (2) such debt
securities do not provide for amortization (including sinking fund and
mandatory prepayment provisions) commencing prior to the date six months
following the final scheduled maturity date of the Senior Debt (as
modified by any plan or reorganization or readjustment) and (3) the
holders of Senior Indebtedness receive in such reorganization or
readjustment a combination of reorganization securities, cash and other
property having a value determined in such plan of reorganization or
readjustment to be at least equal to the Senior Indebtedness on the date
of the confirmation (or similar event) of such plan of reorganization or
readjustment (such capital stock and debt securities, "Permitted Junior
Securities")."
SECTION 2.10. Amendments to Schedule I to the Purchase Agreement. Part
(a) of Item 4.4 of Schedule I to the Purchase Agreement is hereby amended by
(i) deleting the number "229,886" found under the subsection entitled "Common
Stock" and inserting the number "219,220" in its stead, (ii) deleting the
number "61,512" found under the subsection entitled "Class B Non-Voting Common
Stock" and inserting the number "66,845" in its stead and (iii) deleting the
number "28,000" found under the subsection entitled "Series C-2 Non-Voting
Convertible Preferred Stock" and inserting the number "33,333" in its stead.
Item 4.17 to Schedule I to the Purchase Agreement is hereby amended by
(i) in item 18, deleting "AMG" under the subsection entitled "Ownership" and
inserting "AMG/TBC Holdings, Inc." in its stead and (ii) adding new items 19,
20 and 21 as follows:
"19. AMG Service Corp., a Delaware corporation
(a) Ownership
AMG 100 Shares of Common Stock
par value $.01 per share.
20. AMG Finance Trust, a Massachusetts business trust
(a) Ownership
AMG Service Corp. 100 Shares
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21. AMG/TBC Holdings, Inc., a Delaware corporation
(a) Ownership
AMG 100 Shares of Common Stock
par value $.01 per share"
SECTION 2.11. Amendment of Exhibit D. Exhibit D to the Purchase
Agreement is amended in its entirety as set forth in Annex I hereto.
ARTICLE III
MISCELLANEOUS PROVISIONS
SECTION 3.1. Ratification of and References to the Purchase Agreement.
This Amendment shall be deemed to be an amendment to the Purchase Agreement,
and the Purchase Agreement, as amended hereby, is hereby ratified, approved and
confirmed in each and every respect. All references to the Purchase Agreement
in any other document, instrument, agreement or writing shall hereafter be
deemed to refer to the Purchase Agreement as amended hereby.
SECTION 3.2. Notice Information. For purposes of Section 11.3 of the
Purchase Agreement, notices to the Issuer shall be made to Affiliated Managers
Group, Inc., Xxx Xxxxxxxxxxxxx Xxxxx, 00xx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000,
Attention: Xxxxxxxxx Xxxxxx, Senior Vice President, Facsimile No. 000-000-0000,
and notices to the Purchaser party hereto shall be made to Chase Equity
Associates, L.P., 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx
M.B. X'Xxxxxx, Facsimile No. 000-000-0000.
SECTION 3.3. Acknowledgment. The Purchaser hereby acknowledges receipt
of notice from the Issuer under Section 6.14 of the Purchase Agreement of the
Issuer's filing of a registration statement relating to the Take-Out Financing.
SECTION 3.4. Headings. The various headings of this Amendment are
inserted for convenience only and shall not affect the meaning or
interpretation of this Amendment or any provisions hereof.
SECTION 3.5. Execution in Counterparts. This Amendment may be executed
by the parties hereto in several counterparts, each of which shall be deemed to
be an original and all of which shall constitute together but one and the same
agreement.
SECTION 3.6. Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized as of the day
and year first above written.
ISSUER:
AFFILIATED MANAGERS GROUP, INC.
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Executive Vice President
PURCHASER:
CHASE EQUITY ASSOCIATES, L.P.
By: Chase Capital Partners, its
general partner
By: /s/ Xxxx M. B. X'Xxxxxx
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Name: Xxxx M. B. X'Xxxxxx
Title: General Partner
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